Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-108232

Filed: 2026-10-09

Period: 2026-10-09

CIK: 0001866226

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities

Exchange Act of 1934

Date of report (Date of earliest event reported):

October 9, 2026

Evolution Metals & Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41183

87-1006702

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

4040 NE 2nd Ave, Suite 349

Miami, Florida 33137

(Address and zip code of principal executive offices)

561-225-3205

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

EMAT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On October 9, 2026, Evolution Metals & Technologies

Corp. (the “Company” or “EM&T”) issued a press release announcing that it has raised its revenue guidance

for fiscal year 2026. The Company now expects revenue of $10 million to $11 million for fiscal 2026, up from the range of $5 million to

$8 million initially provided on September 10, 2026. The Company’s revenue guidance of $400 million to $460 million for fiscal 2027

is unchanged. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by

reference.

The information contained in this Item 7.01, including

Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as

expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions

of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or

the future financial or operating performance of EM&T and may include, without limitation, statements regarding the Company’s

fiscal 2026 revenue guidance of $10 million to $11 million and its fiscal 2027 revenue guidance of $400 million to $460 million and the

assumptions underlying them; anticipated revenue growth and the expected contribution of the Pohang expansion to revenue; expected magnet

shipments, production capacity and utilization; the timing of delivery, installation and commissioning of ULVAC equipment; the timing

and availability of expanded power capacity, land and governmental grants supporting EM&T’s Pohang operations; anticipated demand

from existing and prospective customers, including customers seeking DFARS-compliant supply; the conversion of demand and commercial opportunities

into orders, shipments and revenue; the availability of feedstock and working capital or other financing required to purchase feedstock

and support higher production volumes; improved rare earth pricing, product mix and shipment timing; changes in the DFARS 252.225-7052

effective date, scope, waiver practices, tariffs or other government policies; the development of the Company’s planned U.S. industrial

campus; and EM&T’s plans to expand its critical materials processing and permanent magnet manufacturing operations. In some

cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,”

“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”

“potential,” “plan,” “project,” “target,” “forecast,” or the negatives of

these terms or variations of them or similar terminology.

These forward-looking statements are based on

management’s current expectations, estimates and assumptions and are subject to risks, uncertainties and other factors that could

cause actual results to differ materially from those expressed or implied by such forward-looking statements. The Company’s guidance

is based on management’s current expectations and assumptions, including anticipated customer demand, and is not based on contracted

volumes. Actual revenue will depend, among other factors, on the Company’s ability to convert demand into firm orders and shipments.

These risks and uncertainties include, among others: delays in equipment delivery, installation and commissioning; the Company’s

ability to complete its land-use arrangements, execute power supply documentation and satisfy conditions applicable to governmental grants;

the ability of counterparties to perform their obligations; the Company’s ability to obtain working capital and other financing

on acceptable terms, or at all, and to continue as a going concern; the availability and cost of non-China rare earth feedstock; the Company’s

ability to secure purchase orders from existing and prospective customers at anticipated volumes and prices; customer qualification requirements;

changes in the DFARS 252.225-7052 effective date, waiver practices, tariffs or other government policies; competition; rare earth pricing

and currency fluctuations; the Company’s ability to achieve contemplated production capacity, utilization levels, yields and operating

efficiencies; financing, supply-chain and market risks; and the other risks described in EM&T’s filings with the U.S. Securities

and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EM&T undertakes

no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise,

except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished herewith:

Exhibit No.

Description

99.1

Press Release dated October 9, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 9, 2026

Evolution Metals & Technologies Corp.

By:

/s/ Christopher Clower

Name:

Christopher Clower

Title:

Chief Financial Officer and Chief Operating Officer

EX-99.1 — PRESS RELEASE DATED OCTOBER 9, 2026

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Exhibit 99.1

Evolution Metals & Technologies Corp. Raises

Fiscal 2026 Revenue Guidance 62% at Midpoint to $10–$11 Million and Reaffirms $400–$460 Million Fiscal 2027 Outlook

Delivery of thirteen additional ULVAC sintered

magnet production machines scheduled for delivery in October are expected to expand annual capacity to more than 10,000 metric tons of

magnets as EM&T scales its non-China feedstock position to meet strong customer demand

MIAMI, FL, Oct. 09, 2026 (GLOBE NEWSWIRE)

-- Evolution Metals & Technologies Corp. (“EM&T” or the “Company”) (Nasdaq: EMAT), a U.S.-based critical

materials and advanced manufacturing company, today raised its fiscal 2026 revenue guidance to $10 million to $11 million, up from the

previous range of $5 million to $8 million announced on September 10, 2026. The increase represents a 62% raise at the midpoint, delivered

less than one month after the Company issued its initial outlook. EM&T also reaffirmed its fiscal 2027 revenue guidance of $400 million

to $460 million.

Guidance Highlights

● Fiscal 2026 revenue guidance raised to $10 million–$11 million (up from $5 million–$8 million); representing a 62% increase

at the midpoint ($10.5 million vs. prior $6.5 million)

● Low end of the fiscal 2026 range doubled, from $5 million to $10 million

● Fiscal 2027 revenue guidance of $400 million–$460 million reaffirmed; the $430 million midpoint represents approximately 41

times the raised fiscal 2026 midpoint

● Thirteen additional ULVAC sintered magnet production machines scheduled for delivery in October 2026, with installation to commence

immediately following delivery in Pohang, Republic of Korea

● Annual magnet production capacity expected to exceed 10,000 metric tons, including approximately 6,000 metric tons of high-performance

sintered magnets

● December 17, 2026 showcase of what EM&T believes is the largest commercial magnet facility in the world, ex-China

The raised guidance is driven by EM&T’s expanded ex-China

rare earth feedstock position and the production capacity it unlocks, as well as improved rare earth pricing and continued strong commercial

demand. The Company is actively scaling operations to meet this demand. In Pohang, thirteen additional ULVAC sintered magnet production

machines are scheduled for delivery in October 2026, with installation to commence immediately following delivery. Once operational, these

machines are expected to expand annual rare earth magnet production capacity to more than 10,000 metric tons, including approximately

6,000 metric tons of high-performance sintered magnets.

“The raised guidance reflects strong customer demand, improved

rare earth pricing, and our ability to source rare earth materials that bring our additional production capacity online this year,”

said Frank Moon, Chief Executive Officer of EM&T. “Our fiscal 2027 outlook is unchanged, and the operational priorities behind

it remain clear: commission additional equipment, bring expanded power and facility capacity online, secure rare earth materials for

higher production volumes, complete additional customer qualifications and convert demand into expanded magnet shipments. We will keep

the market updated as we continue to execute at warp speed. We look forward to showcasing what we believe is the largest commercial magnet

facility in the world, ex-China, on December 17, 2026. We have already received attendance confirmations from industry leaders and executives,

government officials, trade partners, investors, banking research teams and, of course, our entire board, which includes veterans of senior

U.S. government leadership.”

“Non-China rare earth magnet supply remains a strategic priority

of U.S. national security and industrial policy decisions,” said Andrew Knaggs, President of EM&T. “DFARS 252.225-7052

is expected to extend the mine-to-magnet restriction across the entire supply chain for neodymium-iron-boron magnets beginning January

1, 2027, and the July 2026 Executive Order substantially tightened the conditions for waivers and directed faster qualification of compliant

sources. EM&T’s manufacturing platform, non-China sourced rare earth materials and production expansion are built to meet those

needs at commercial scale, while continuing to serve our established, revenue-generating global customer base.”

About Evolution Metals & Technologies Corp.

Evolution Metals & Technologies Corp. (Nasdaq: EMAT) is a U.S.-based

critical materials and advanced manufacturing company for rare earth permanent magnets, battery materials, and related critical minerals

and technologies. By leveraging proven commercial-scale operations, advanced processing technologies, and strategic partnerships, EM&T

operates what it believes is the only vertically integrated critical materials supply chain spanning end-of-life electronics and batteries,

high-grade concentrates, and the manufacture of finished rare earth magnets (including high-performance rare earth magnets) and battery

materials. For additional information, please visit investors.evolution-metals.com and follow the Company on LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and

the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements

regarding the Company’s fiscal 2026 revenue guidance of $10 million to $11 million and its fiscal 2027 revenue guidance of $400

million to $460 million and the assumptions underlying them; anticipated revenue growth and the expected contribution of the Pohang expansion

to revenue; expected magnet shipments, production capacity and utilization; the timing of delivery, installation and commissioning of

ULVAC equipment; the timing and availability of expanded power capacity, land and governmental grants supporting EM&T’s Pohang

operations; anticipated demand from existing and prospective customers, including customers seeking DFARS-compliant supply; the conversion

of demand and commercial opportunities into orders, shipments and revenue; the availability of feedstock and working capital or other

financing required to purchase feedstock and support higher production volumes; improved rare earth pricing, product mix and shipment

timing; changes in the DFARS 252.225-7052 effective date, scope, waiver practices, tariffs or other government policies; the development

of the Company’s planned U.S. industrial campus; and EM&T’s plans to expand its critical materials processing and permanent

magnet manufacturing operations. These forward-looking statements, together with terms such as anticipate, expect, intend, may, will,

should, believe, guidance, outlook, positioned and other comparable terms, involve risks and uncertainties because they relate to events

and depend on circumstances that will occur in the future. The Company’s guidance is based on management’s current expectations

and assumptions, including anticipated customer demand, and is not based on contracted volumes. Actual revenue will depend, among other

factors, on the Company’s ability to convert demand into firm orders and shipments. Such risks include, among others, delays in

equipment delivery, installation and commissioning; the Company’s ability to complete its land-use arrangements, execute power supply

documentation and satisfy conditions applicable to governmental grants; the ability of counterparties to perform their obligations; the

Company’s ability to obtain working capital and other financing on acceptable terms, or at all, and to continue as a going concern;

the availability and cost of non-China rare earth feedstock; the Company’s ability to secure purchase orders from existing and prospective

customers at anticipated volumes and prices; customer qualification requirements; changes in the DFARS 252.225-7052 effective date, waiver

practices, tariffs or other government policies; competition; rare earth pricing and currency fluctuations; the Company’s ability

to achieve contemplated production capacity, utilization levels, yields and operating efficiencies; financing, supply-chain and market

risks; and the other risks described in EM&T’s filings with the U.S. Securities and Exchange Commission. Forward-looking statements

are not guarantees of future performance, and actual results, performance or achievements may differ materially from those expressed or

implied. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date made. EM&T undertakes

no obligation to update any forward-looking statement except as required by law. Additional information concerning factors that may affect

EM&T’s expectations and projections is contained in its Annual Report on Form 10-K for the year ended December 31, 2025, filed

with the SEC on February 20, 2026, its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, filed with the

SEC on August 17, 2026, including the disclosures under “Risk Factors” therein, and other documents filed or to be filed with

the SEC by EM&T. SEC filings are available at www.sec.gov.

Investor Relations Contacts

Arx Investor Relations

North American Equities Desk

EMAT@arxhq.com

PR, Marketing & Global Partnerships:

Phoenix MGMT & Consulting

PR@PhoenixMGMTConsulting.com

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